"Purchase Agreement" shall mean the Preferred Stock Purchase
Agreement, dated as of November 20, 1996, by and among the
Corporation, Electra Investment Trust PLC, Capitol Health Partners,
L.P. and Michael E. Stephens.
"Purchasers" shall mean Electra Investment Trust PLC, Capitol
Health Partners, L.P. and Michael E. Stephens.
"Qualified IPO" means an initial public offering of Common
Stock of the Corporation yielding net cash proceeds to the Corporation
of at least $25,000,000, or in the event that the Corporation has
completed a Spin Off, a public offering of Common Stock yielding net
cash proceeds to the Corporation and/or its shareholders of at least
"Reorganization Event" shall have the meaning set forth in
"Spin Off" means the recapitalization of all of the issued and
outstanding Common Stock in a reorganization within the meaning of
Section 368(a)(i)(E) of the Internal Revenue Code of 1986, as amended
(the "Code"), and the distribution of all shares of Common Stock held
by American Healthcorp, Inc. ("AHC") pro rata among the shareholders of
AHC in a tax-free distribution under Section 355 of the Code.
"Stock Option Plan" means shares issued pursuant to the
Corporation's 1992 Stock Option Plan, as it may be amended from time to
time, and any other similar share incentive plans which the Corporation
may adopt and any options granted to members of the Board of Directors
and Medical Directors of the Corporation.
"Triggering Event" shall mean the occurrence the earlier of
(i) a Company Sale or (ii) a Qualified IPO.
(i) Notices. All written communications provided for hereunder shall be
sent by first-class mail or nationwide overnight delivery service (with charges
prepaid) or via facsimile transmission and shall be directed to the relevant
party at its address stated below:
If to Electra:
Electra Investment Trust PLC
London, England WC2B 6QT
Attention: Philip J. Dyke, Company Secretary
Telecopy No.: 011-44-71-404-5388